0001| AN ACT | 0002| RELATING TO SECURITIES; CHANGING FILING FEES FOR REGISTRATION | 0003| STATEMENTS. | 0004| | 0005| BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO: | 0006| Section 1. Section 58-13B-24 NMSA 1978 (being Laws 1986, Chapter 7, Section 24) is | 0007| amended to read: | 0008| "58-13B-24. PROVISIONS APPLICABLE TO REGISTRATION GENERALLY.-- | 0009| A. A registration statement may be filed by the issuer, any other person on whose | 0010| behalf the offering is to be made or a registered broker-dealer. | 0011| B. If a registration statement is withdrawn before the effective date or a pre-effective stop order is entered pursuant to Section 58-13B-25 NMSA 1978, the director shall | 0012| retain the fee set forth in this subsection. Except as provided in Subsection C of this section, a | 0013| person filing a registration statement shall pay a filing fee of: (1) one-tenth of one percent of the maximum aggregate offering price at which | 0014| the registered securities are to be offered in this state, but not less than three hundred fifty dollars | 0015| ($350) or more than two thousand five hundred dollars ($2,500); or | 0016| (2) three hundred fifty dollars ($350) if the person is a corporate issuer or | 0017| a person acting on behalf of a corporate issuer and is claiming an exemption from the | 0018| registration requirements of federal law regarding small corporate offerings pursuant to rule 504 | 0019| of regulation D (17 CFR 230.504). | 0020| C. An open-end management company or a face amount certificate company as | 0021| defined in the federal Investment Company Act of 1940 may register an indefinite amount of | 0022| securities under a registration statement. The registrant shall pay: | 0023| (1) a fee of five hundred dollars ($500) at the time of filing; and | 0024| (2) within sixty days after the registrant's fiscal year during which its | 0025| registration statement is effective, a fee of two thousand dollars ($2,000) or file a report on a | 0001| form the director by rule adopts, specifying its sale of securities to persons in this state during | 0002| the fiscal year and pay a fee of one-tenth of one percent of the aggregate sale price of the | 0003| securities sold to persons in the state, but the latter fee shall not be less than three hundred fifty | 0004| dollars ($350) or more than two thousand five hundred dollars ($2,500). | 0005| D. Except as permitted otherwise by Subsection C of this section, a registration | 0006| statement must specify the amount of securities to be offered in this state and: | 0007| (1) the states in which a registration statement or similar document in | 0008| connection with the offering has been or is to be filed; and | 0009| (2) any adverse order, judgment or decree entered by the securities | 0010| agency or administrator in any state or by a court or the securities and exchange commission in | 0011| connection with the offering. | 0012| E. A document filed under the New Mexico Securities Act of 1986 or a | 0013| predecessor act, within five years before the filing of a registration statement, may be | 0014| incorporated by reference in the registration statement if the document is currently accurate. | 0015| F. The director by rule or order may permit the omission of an item of | 0016| information or document from a registration statement. | 0017| G. In the case of a non-issuer offering, the director may not require information | 0018| under Section 58-13B-23 NMSA 1978 or Subsection M of this section unless it is known to the | 0019| person filing the registration statement or to the persons on whose behalf the offering is to be | 0020| made, or can be furnished by them without unreasonable effort or expense. | 0021| H. In the case of a registration under Section | 0022| 58-13B-22 or 58-13B-23 NMSA 1978 by an issuer who has no public market for its shares and | 0023| no significant earnings from continuing operations during the last five years or any shorter | 0024| period of its existence, the director by rule or order may require as a condition of registration | 0025| that the following securities be deposited in escrow for not more than three years: | 0001| (1) a security issued to a promoter, control person or affiliate within the | 0002| three years immediately before the offering or to be issued to such persons for a consideration | 0003| substantially less than the offering price; and | 0004| (2) a security issued to a promoter, control person or affiliate for a | 0005| consideration other than cash, unless the registrant demonstrates that the value of the noncash | 0006| consideration received in exchange for the security is substantially equal to the offering price for | 0007| the security. | 0008| The director by rule or order may determine the conditions of an escrow required under | 0009| this subsection, but the director may not reject a depository solely because of location in another | 0010| state. | 0011| I. The director by rule or order may require as a condition of registration under | 0012| Section 58-13B-22 or 58-13B-23 NMSA 1978 that the proceeds from the sale of the registered | 0013| security in this state be impounded until the issuer receives a specified amount from the sale of | 0014| the security. The director by rule or order may determine the conditions of an impoundment | 0015| arrangement required under this subsection, but the director may not reject a depository solely | 0016| because of its location in another state. | 0017| J. If a security is registered pursuant to Section 58-13B-21 or 58-13B-22 NMSA | 0018| 1978, the prospectus filed under the Securities Act of 1933 shall be delivered to each purchaser | 0019| in accordance with the prospectus delivery requirements of the Securities Act of 1933. With | 0020| respect to a security registered under Section 58-13B-21 or 58-13B-22 NMSA 1978, the director | 0021| by rule or order may require the delivery of other material documents or information to each | 0022| purchaser concurrent with or prior to the delivery of the prospectus. | 0023| K. If a security is registered pursuant to Section 58-13B-23 NMSA 1978, an | 0024| offering document containing | 0025| information the director by rule or order designates shall be delivered to each purchaser with or | 0001| before the earliest of: | 0002| (1) the first written offer made to the purchaser by or for the account of | 0003| the issuer or another person on whose behalf the offering is being made or by an underwriter or | 0004| broker-dealer who is offering part of an unsold allotment or subscription taken by it as a | 0005| participant in the distribution; | 0006| (2) confirmation of a sale made by or for the account of a person named | 0007| in Paragraph (1) of this subsection; | 0008| (3) payment pursuant to a sale; or | 0009| (4) delivery pursuant to a sale. | 0010| L. A registration statement remains effective for one year after its effective date | 0011| unless the director by rule or order extends the period of effectiveness. All outstanding | 0012| securities of the same class as a registered security are considered to be registered for the | 0013| purpose of a non-issuer transaction while the registration statement is effective, unless the | 0014| director by rule or order provides otherwise. A registration statement may not be withdrawn | 0015| after its effective date if any of the securities registered have been sold in this state, unless the | 0016| director by rule or order provides otherwise. No registration statement is effective while a stop | 0017| order is in effect under Subsection A of Section 58-13B-25 NMSA 1978. | 0018| M. During the period that an offering is being made pursuant to an effective | 0019| registration statement, the director by rule or order may require the person who filed the | 0020| registration statement to file reports, not more often than quarterly, to keep reasonably current | 0021| the information contained in the registration statement and to disclose the progress of the | 0022| offering. | 0023| N. A registration statement filed under Section | 0024| 58-13B-21 or 58-13B-22 NMSA 1978 may be amended after its effective date to increase the | 0025| securities specified to be offered and sold. The amendment becomes effective upon filing of the | 0001| amendment and payment of an additional filing fee which shall be three times the fee otherwise | 0002| payable, calculated in the manner specified in Subsection B of this section, with respect to the | 0003| additional securities to be offered and sold. The effectiveness of the amendment relates back to | 0004| the date or dates of sale of the additional securities being registered. | 0005| O. A registration statement filed under Section | 0006| 58-13B-23 NMSA 1978 may be amended after its effective date to increase the securities | 0007| specified to be offered and sold, provided that the public offering price and underwriters' | 0008| discounts and commissions are not changed from the respective amounts of which the director | 0009| was informed. The amendment becomes effective when the director so orders and relates back | 0010| to the date of sale of the additional securities being registered. A person filing an amendment | 0011| shall pay an additional filing fee which shall be three times the fee otherwise payable, calculated | 0012| in the manner specified in Subsection B of this section, with respect to the additional securities | 0013| to be offered and sold. | 0014| P. Pursuant to Section 106(c) of the Secondary Mortgage Market Enhancement | 0015| Act of 1984, any securities which are offered and sold pursuant to Section 4 (5) of the Securities | 0016| Act of 1933 or that are mortgage-related securities, as that term is defined in Section 3 (a) (41) | 0017| of the Securities Exchange Act of 1934, being 15 U.S.C. 78c (a) (41), are required to comply | 0018| with all applicable registration and qualification requirements of the New Mexico Securities Act | 0019| of 1986 and the rules under that act and shall not be treated as obligations issued by the United | 0020| States for purposes of that act." | 0021| Section 2. EFFECTIVE DATE.--The effective date of the provisions of this act is | 0022| July 1, 1996. |